Lucian Boldea
TIMKENAbout Lucian Boldea
Lucian Boldea is President and Chief Executive Officer of The Timken Company, appointed effective September 1, 2025, after the interim return of former CEO Richard Kyle; he delivered his first earnings call and laid out an “80/20” portfolio focus to structurally improve margins and mix . Under his leadership in Q3 2025, Timken posted net sales of $1.16B (+2.7% y/y), adjusted EBITDA margin of 17.4%, adjusted EPS of $1.37, and raised full-year 2025 adjusted EPS guidance to $5.20–$5.30, with GAAP EPS of $3.90–$4.00 . Education, age, and prior employers for Boldea are not disclosed in SEC filings reviewed.
Past Roles
Not disclosed in SEC filings reviewed.
External Roles
Not disclosed in SEC filings reviewed.
Fixed Compensation
- As CEO, specific base salary and target bonus for Boldea have not been disclosed in SEC filings; however, Timken’s NEO plan design uses annual corporate metrics (adjusted EBITDA, adjusted EBITDA margin, and free cash flow) to fund cash incentives . Executive officers are subject to robust stock ownership requirements (CEO 7x base salary; others 3x), a standalone clawback policy, and anti-hedging/pledging prohibitions .
Performance Compensation
Performance-Based Restricted Stock Units – plan metrics and targets (2024–2026 cycle):
| Metric (weighting) | Threshold | Target | Maximum |
|---|---|---|---|
| 3-year cumulative adjusted EPS (50%) | $14.86 | $19.81 | $24.76 |
| Adjusted ROIC (30%) | 9.8% | 13.7% | 16.2% |
| Relative TSR vs S&P 400 Capital Goods (20%) | 25th percentile | 50th percentile | 75th percentile |
Program features:
- PRSUs pay based on the above metrics over three years; TSR uses 30-day average price methodology; dividend equivalents paid on delivered shares .
- Annual cash incentive for executives is driven by adjusted EBITDA (60%), adjusted EBITDA margin (20%), and free cash flow (20%); payouts interpolate linearly between thresholds .
Equity Ownership & Alignment
- Stock ownership policy: CEO required to hold 7x base salary; executives have five years to reach compliance; no hedging or pledging permitted .
- 2025 equity awards executed with Boldea:
- Time-Based RSU Agreement (4-year vesting, 25% per year); entered Sept 2, 2025 .
- Time-Based RSU Agreement (3-year vesting); entered Sept 2, 2025 .
- Performance-Based RSU Agreement; entered Sept 2, 2025 (PRSU metrics per plan; CIC/Good Reason protections via replacement awards) .
- Payment provisions: vested RSUs paid within 10 days of vesting; CIC accelerates vesting unless replacement awards are provided; release requirement applies to Termination Without Cause and certain CIC scenarios .
Employment Terms
Severance Agreement (dated Sept 1, 2025) key economics:
| Scenario | Cash multiple | Pro-rata bonus | Medical/Dental/Vision continuation |
|---|---|---|---|
| Termination Without Cause (outside CIC protection period) | 2x base salary + 2x target annual incentive, within 60 days of termination, subject to release | Pro-rata based on time in year | Up to 24 months; premiums reimbursed after-tax per plan terms |
| Termination Without Cause or Good Reason within CIC protection period | 3x greater of (pre-termination or pre-CIC) base salary + 3x greater of (pre-termination or CIC-year) target incentive, within 60 days, subject to release | Pro-rata for CIC-year | Up to 36 months; premiums reimbursed after-tax per plan terms |
| Cause | Accrued obligations only | — | — |
Additional provisions:
- RSU agreements define Good Reason (material reduction in duties/comp, relocation >60 miles) and Cause (fraud, wrongful disclosure, disloyal competitive activity, willful misconduct, gross negligence) .
- Standalone clawback policy compliant with NYSE/SEC; permits recovery for restatements and certain detrimental conduct .
- Timken’s insider trading policy requires preclearance and restricts trading to open windows; Rule 10b5-1 plans allowed .
Board Governance
- Appointment: The board appointed Boldea President & CEO effective September 1, 2025 (board appointment as director not explicitly disclosed in SEC filings reviewed) .
- Governance structure: Independent Chairman; separation of Chair and CEO; all standing committee members are independent; executive directors do not receive additional director compensation .
- Director compensation (for non-employee directors): 2024 annual cash retainer $100,000; committee fees; annual RSU grants; director stock ownership guideline 5x cash retainer .
Director Compensation
- Company practice: CEO does not receive additional compensation for service as Director (applicable in 2024 and continuing); committees comprised of independent directors .
Compensation Peer Group (Benchmarking)
- 2024 peer group includes Agco, Carlisle, Crane, Dana, Dover, Flowserve, Fortive, Gates Industrial, Ingersoll Rand, ITT, Kennametal, Oshkosh, Pentair, Regal Rexnord, Snap-on, Terex, Wabtec, Woodward .
Say-on-Pay & Shareholder Feedback
- Say-on-pay approval ~96% in 2024; ~98% in 2023, indicating strong support for pay-for-performance design .
Performance & Track Record (during Boldea’s tenure to date)
| Metric | Q3 2025 |
|---|---|
| Net Sales ($M) | $1,157.1 |
| Diluted EPS | $0.99 |
| Adjusted EPS | $1.37 |
| Adjusted EBITDA Margin | 17.4% |
| Net Cash from Operations ($M) | $201.1 |
| Free Cash Flow ($M) | $163.8 |
| FY25 EPS outlook (GAAP / Adjusted) | $3.90–$4.00 / $5.20–$5.30 |
Qualitative execution highlights:
- Emphasis on 80/20 portfolio prioritization to “structurally improve margins” and focus on highest-return verticals; planning an investor day in Q2 2026 to detail strategy .
- Tariff headwinds estimated at ~$15M for 2025, with pricing and supply actions to recapture margins in 2026 .
Risk Indicators & Red Flags
- Change-in-control cash multiple (3x salary + 3x target bonus) is shareholder-standard but increases potential payout scale; vesting and benefits extended, subject to double-trigger and release mechanisms .
- No excise tax gross-ups under severance agreements (positive governance signal) .
- Clawback policy broadened beyond mandated restatement recovery; anti-hedging/pledging enforced (positive alignment) .
- 2025 executive transitions (CEO departure settlement of $9.25M, interim CEO grant, CFO change) indicate near-term leadership flux; company disclosed and expensed transition costs .
Investment Implications
- Alignment: Boldea’s PRSU framework (EPS/ROIC/TSR weighting) and multiyear RSU vesting tie realized pay to core value drivers (earnings quality, capital efficiency, relative returns), supportive of pay-for-performance .
- Near-term catalysts: 80/20 portfolio actions and mix improvements, tariff mitigation, and 2026 margin recapture plan; watch Q4 seasonal step-down and expected Q1 step-up, plus the planned investor day for strategic specifics .
- Trading signals: Time-based RSU vest tranches (annual anniversaries) and PRSU cycle maturities can create episodic liquidity from insider transactions; dividend equivalents are paid on vest (monitor Form 4s around Feb and Sep anniversaries per 2025 grant timing) .
- Governance: Independent Chair and independent committees reduce dual-role risk; CEO directors do not receive extra board pay, and strong say-on-pay vote history lowers compensation controversy risk .